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Item 1. Financial Statements

2025-11-19 compared with 2025-08-19 · 170 added, 92 removed, 323 unchanged (45% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30,

As of December 31,

September 30,

Current assets:

1 unchanged sentence

Investment securities

Trade accounts receivable, less allowance for doubtful accounts of $ 15,600 at June 30, 2025 and December 31, 2024

Trade accounts receivable, less allowance for doubtful accounts of $ 15,600 at September 30, 2025 and December 31, 2024

Income tax receivable

Prepaid expenses and other current assets

Current Assets of Discontinued Operations

Total current assets

2 unchanged sentences

Operating lease right-of-use assets

Noncurrent Assets of Discontinued Operations

LIABILITIES AND SHAREHOLDERS’ EQUITY

4 unchanged sentences

Lease liabilities, current portion

Liabilities of discontinued operations

Total current liabilities

4 unchanged sentences

30,000,000 shares authorized;

11,553,599 , shares issued and outstanding at June 30, 2025 and 10,503,599 shares issued and outstanding at December 31, 2024

11,928,599 , shares issued and outstanding at September 30, 2025 and 10,503,599 shares issued and outstanding at December 31, 2024

Additional paid-in capital

8 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Cost of revenues

3 unchanged sentences

Total operating expenses

Loss from operations

Loss from continuing operations

( 1,522,300 )

3 unchanged sentences

Other income:

Other income (expense), net

Other income, net

Gain on disposition of Genie Product Line (See Note 11)

Interest income

Total other income, net

Loss from operations before income tax expense

( 1,522,700 )

( 1,283,600 )

Income (loss) from continuing operations before income tax expense

( 1,487,300 )

1 unchanged sentence

Income tax expense

$ ( 1,522,700 )

( 1,283,600 )

Income (loss) from continuing operations

( 1,487,300 )

$ ( 5,516,800 )

Comprehensive gain (loss):

Foreign currency translation (loss) gain

Comprehensive (loss) gain

Total comprehensive loss

Income from discontinued operations (see Note 11), net of tax

Net Income (loss)

( 1,180,100 )

$ ( 4,515,400 )

Comprehensive income:

Foreign currency translation gain (loss)

Comprehensive income (loss)

Total comprehensive income (loss)

( 1,066,500 )

$ ( 4,446,300 )

Basic and Diluted loss per common share

Income (loss) per share – basic and diluted

Income (loss) from continuing operations

Income from discontinued operations

See notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Comprehensive

Treasury Stock

Stockholders’

Income (Loss)

9 unchanged sentences

( 1,523,700 )

Issuance of Common Stock and Warrants, net of issuance costs (Note 7)

3 unchanged sentences

$ ( 37,232,700 )

Issuance of Common Stock and Warrants, net of issuance costs (Note 7)

Foreign currency translation adjustment

Stock-based compensation

Balance September 30, 2025

$ ( 33,238,300 )

Comprehensive

Treasury Stock

Stockholders’

Income (Loss)

17 unchanged sentences

$ ( 30,820,300 )

( 1,180,100 )

Issuance of Common Stock and Warrants, net of issuance costs (Note 7)

Fair value modification of warrants recorded as stock issuance costs

Foreign currency translation adjustment

Stock-based compensation

Balance September 30, 2024

$ ( 32,000,400 )

See notes to unaudited condensed consolidated financial statements

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Six Months Ended June 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30,

Operating activities:

Net income (loss)

$ ( 4,515,400 )

Less income from discontinued operations, net of tax

Net income (loss) from continuing operations

( 5,516,800 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Gain on sale of Genie Product Line

( 5,263,400 )

Depreciation and amortization

12 unchanged sentences

Lease liabilities

Net cash used in operating activities

Net cash (used in) continuing operations

( 4,390,700 )

2 unchanged sentences

Purchase of investment securities

( 7,223,200 )

Redemption of investment securities

Proceeds from gain on sale of Genie Product Line

Capital expenditures

4 unchanged sentences

Net cash provided by financing activities

Discontinued Operations:

Net cash provided by operating activities of discontinued operations

Net provided by discontinued operations

Net change in cash

Effect of changes in foreign currency exchange rates on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash from continuing operations, beginning of period

Cash from discontinued operations beginning of period

Less cash from discontinued operations end of period

Cash and cash equivalents, end of period

8 unchanged sentences

Additionally, the Company has a location in Baesweiller, Germany, where it designs and produces a variety of bioprocessing products, and administrative facilities in Pearl River, New York and Pittsburgh, Pennsylvania related to sales and marketing.

The products, which are sold to customers worldwide, include mixers, shakers, stirrers, refrigerated incubators, pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools.

The products, which are sold to customers worldwide, include pharmacy balances and scales, force gauges, bioprocessing sensors and analytical tools and through August 7, 2025 mixers, shakers, stirrers and refrigerated incubators (please refer to Note 11 for further discussion).

The accompanying (a) unaudited condensed balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements are prepared pursuant to the Securities and Exchange Commission’s rules and regulations for reporting on Form 10-Q.

2 unchanged sentences

These interim statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto, included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The results for the three and six months ended June 30, 2025, are not necessarily an indication of the results for the full fiscal year ending December 31, 2025.

The results for the three and nine months ended September 30, 2025, are not necessarily an indication of the results for the full fiscal year ending December 31, 2025.

Significant Accounting Policies

4 unchanged sentences

All material intercompany balances and transactions have been eliminated in consolidation.

In accordance with Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued Operations, the Company has classified the Genie Division of Scientific Industries, Inc.

as discontinued operations.

The results of discontinued operations are presented separately in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for all periods presented, and the assets and liabilities of the Genie Division have been reflected as assets and liabilities of discontinued operations in the accompanying unaudited condensed consolidated balance sheets for all periods presented.

Liquidity and Going Concern Considerations

Historically at the end of each reporting period, the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the Consolidated Financial Statements were issued.

Since the fiscal year ended June 30, 2020 the Company has recorded recuring losses from operations and continued cash outflow from operating activities as a result of its strategic focus on the Bioprocessing Systems Operations, which is still in its start-up stage.

Historically the Company has relied on equity financings.

For the nine months ended September 30, 2025, in addition to equity financings, the Company generated positive cash flows as a result of the sale of the Genie Product line which occurred in August 2025.

Please refer to Note 11 for further details.

The Company reflected an accumulated deficit of $ 33,238,300 as of September 30, 2025 and continues to generate negative cash flows from its operations and expects to continue to generate negative cash flows from operations in the foreseeable future, however the Company expects that with the cash generated from the recent division sale plus other incoming cash related to the various post sale agreements is sufficient for at least one year from the date of issuance of the consolidated financial statements for the nine months ended September 30, 2025.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from this uncertainty.

Accordingly, Unaudited Condensed Consolidated Financial Statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and the commitments in the ordinary course of business.

Based on management’s current operating plan, the Company believes its cash on hand, including its investments, are sufficient to fund the Company's operations for a period of at least one year subsequent to the issuance of the accompanying unaudited condensed consolidated financial statements.

However, there is no assurance that management's current operating plan will be successful.

New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes - Improvements to Income Tax Disclosures.

This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods.

11 unchanged sentences

We are currently evaluating the impact of adopting this ASU on our disclosures.

Reclassifications

Certain amounts from prior periods have been reclassified to conform with the current period presentation

Fair Value of Financial Instruments

The Company follows ASC - Accounting Standards Codification (“ASC 820”), Fair Value Measurement, which has defined the fair value of financial instruments as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company follows ASC 820, Fair Value Measurement, which has defined the fair value of financial instruments as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements do not include transaction costs.

10 unchanged sentences

The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

The following tables set forth by level within the fair value hierarchy, the Company’s financial assets that were accounted for at fair value on a recurring basis as of June 30, 2025, and December 31, 2024, according to the valuation techniques the Company used to determine their fair values:

Fair Value Measurement as of June 30, 2025

The following tables set forth by level within the fair value hierarchy, the Company’s financial assets that were accounted for at fair value on a recurring basis as of September 30, 2025, and December 31, 2024, according to the valuation techniques the Company used to determine their fair values:

Fair Value Measurement as of September 30, 2025

Investment securities - mutual funds

1 unchanged sentence

Investment securities - mutual funds

Investments in marketable securities by security type as of June 30, 2025, and December 31, 2024, consisted of the following:

As of June 30, 2025:

As of December 31, 2024:

As of June 30,

Investments in marketable securities by security type as of September 30, 2025, and December 31, 2024, consisted of the following:

As of September 30, 2025:

As of December 31, 2024:

September 30,

Raw materials

6 unchanged sentences

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Company’s acquisitions.

Goodwill amounted to $ 115,300 as of June 30, 2025, and December 31, 2024, all of which is expected to be deductible for tax purposes.

Goodwill amounted to $ 115,300 as of September 30, 2025, and December 31, 2024, all of which is expected to be deductible for tax purposes.

Finite lived intangible assets are as follows:

As of June 30, 2025

As of September 30, 2025

Technology, trademarks

7 unchanged sentences

Non-compete agreements

Total amortization expense was $ 221,400 and $ 253,700 for the six months ended June, 2025, and June 30, 2024, respectively.

Estimated future fiscal year amortization expense of intangible assets as of June 30, 2025, is as follows:

As of June 30, 2025

Total amortization expense was $ 75,200 and $ 127,000 for the three months ended September 30, 2025, and September 30, 2024, respectively.

Total amortization expense was $ 296,700 and $ 385,600 for the nine months ended September 30, 2025, and September 30, 2024, respectively.

Estimated future fiscal year amortization expense of intangible assets as of September 30, 2025, is as follows:

As of September 30, 2025

Remainder of year ending 2025

5 unchanged sentences

If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals.

As of June 30, 2025 and December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

The Company’s approximate future minimum rental payments under all operating leases as of June 30, 2025, were as follows:

As of June 30, 2025:

As of September 30, 2025 and December 31, 2024, the Company is not aware of any contingent legal liabilities that should be reflected in the consolidated financial statements.

The Company’s approximate future minimum rental payments under all operating leases as of September 30, 2025, were as follows:

As of September 30, 2025:

Remainder of fiscal year ending 2025

4 unchanged sentences

Issuance of Common Stock and Warrants

On April 18, 2025, the Scientific Industries, Inc., a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (each an “Investor” and collectively, the “Investors”) pursuant to which the Company sold in a private placement (the “Private Placement”), and the Investors purchased, an aggregate of 1,550,000 Units, comprising (i) 1,050,000 shares of the Company’s common stock, par value $ 0.05 per share (“Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 500,000 shares of Common Stock and (iii) warrants (“Warrants”) to purchase 1,550,000 shares of Common Stock, for a total consideration of $ 1,550,000 .

On August 18, 2025, certain investors exercised warrants that were granted under the April 18, 2025 private placement described in the next paragraph for an aggregate of $ 500,000 , resulting in the issuance of (i) 375,000 shares of the Company’s common stock, par value $ 0.05 per share (“Common Stock”) and (ii) pre-funded warrants to purchase 125,000 shares of Common Stock.

On April 18, 2025, the Company entered into a Securities Purchase Agreement (the “April Purchase Agreement”) with certain investors (each an “April Investor” and collectively, the “April Investors”) pursuant to which the Company sold in a private placement, and the Investors purchased, an aggregate of 1,550,000 Units, comprising (i) 1,050,000 shares of the Company’s Common Stock, (ii) pre-funded warrants to purchase 500,000 shares of Common Stock and (iii) warrants to purchase 1,550,000 shares of Common Stock, for a total consideration of $ 1,550,000 .

The Company recognized $ 97,800 of issuance cost, which was attributable to legal and placement agent fees.

On January 17, 2024, the Company completed the last closing of its sale of securities pursuant to the Securities Purchase Agreement (the “2024 Purchase Agreement”) entered on December 13, 2023, as filed in the Company’s Form 8-K on December 15, 2023.

At this closing, the Company sold an aggregate of 358,388 Units (“2024 Units”), comprising 358,388 shares of the Company’s common stock, par value $.05 per share (“Common Stock”) and warrants (“2024 Warrants”) to purchase 358,388 shares of Common Stock for a total consideration of $716,776.

(the “2024 Offering”).

At this closing, the Company sold an aggregate of 358,388 Units (“2024 Units”), comprising 358,388 shares of the Company’s Common Stock and warrants (“2024 Warrants”) to purchase 358,388 shares of Common Stock for a total consideration of $716,776.

The Company recognized $98,700 of issuance cost, which includes $71,100 attributable to legal and placement agent fees and $27,600 attributable to the fair value of warrants issued to the placement agent, to purchase up to 17,919 shares of Common Stock at an exercise price of $2.00 per share on substantially the same terms as the 2024 Warrants issued to the purchasers of 2024 Units (“2024 Investors”) .

As an incentive to certain 2024 Investors of the Company who participated in previous private placements (“Existing Investors”) and received as part of those financings, warrants (“Outstanding Warrants”) to purchase shares of Common Stock, the Company agreed that if any Existing Investor were to purchase 2024 Units at a certain level in the 2024 Offering, the Company would reduce the exercise price of the Outstanding Warrants held by such Existing Investor to $ 2.50 per share and extend the period in which such Outstanding Warrants could be exercised to the fifth anniversary of the date on which the Existing Investor purchased Units under the 2024 Purchase Agreement.

Each Existing Investor purchasing Units at the requisite level received a new warrant (the “Replacement Warrants”) to replace such Existing Investor’s Outstanding Warrants.

On January 17, 2024, as a result of their purchase of 2024 Units, Existing Investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants, with each Replacement Warranting having a reduced exercise price of such Outstanding Warrants of $2.50 per share and exercisable until the fifth anniversary of the relevant closing under the 2024 Purchase Agreement.

As an incentive to certain 2024 Investors of the Company who participated in previous private placements and received as part of those financings, warrants (“Outstanding Warrants”) to purchase shares of Common Stock, the Company agreed that if any such 2024 Investor were to purchase 2024 Units at a certain level in the 2024 Offering, the Company would reduce the exercise price of the Outstanding Warrants held by such 2024 Investor to $ 2.50 per share and extend the period in which such Outstanding Warrants could be exercised to the fifth anniversary of the date on which such 2024 Investor purchased Units under the 2024 Purchase Agreement.

Each such 2024 Investor purchasing Units at the requisite level received a new warrant (the “Replacement Warrants”) to replace such 2024 Investor’s Outstanding Warrants.

On January 17, 2024, as a result of their purchase of 2024 Units, 2024 Investors became entitled to receive Replacement Warrants to replace 333,884 Outstanding Warrants with 333,884 Replacement Warrants having a reduced exercise price of $2.50 per share and exercisable until the fifth anniversary of the relevant closing under the 2024 Purchase Agreement.

Salary for Equity Incentive Options

On April 1, 2024 and May 17, 2024, as part of the Company’s strategic initiatives to reduce operating costs and conserve cash for operations, the Company offered a voluntary Salary/Compensation Waiver Program pursuant to which each director, officer and employee of the Company and its subsidiaries could elect to waive a portion of his or her salary/compensation for twelve months and receive instead options to purchase shares of Common Stock of the Company (the “stock options”).

Under this program, the Company issued 10 -year options to purchase 628,960 shares of Common Stock, each having an exercise price of $ 2.50 per share, vesting monthly over twelve months , valued at $ 948,200 on the grant date using the Black-Scholes-Merton option pricing model.

1 unchanged sentence

On April 1, 2024, as part of the Company’s strategic initiatives to incentivize current employees, the Company entered into a cancellation and replacement agreement regarding certain out-of-the money outstanding employee stock options (the “replacement stock options”), whereby employees surrendered out-of-the-money outstanding stock options (“cancelled option awards") and the Company granted replacement stock options in the same number, having an exercise price of $ 2.50 per share, which replacement options vest monthly over three years from their date of issuance.

The Company accounted for the issuance of these replacements options as a modification of the terms of the cancelled option awards and in accordance with ASC 718-20-35-2A the Company will recognize $ 613,400 stock compensation expense over the three-year vesting period, which was determined by the grant-date fair value of the original award for which the service is expected to be rendered at the cancellation date, plus incremental costs measured as the excess of the fair value of the replacement options on the grant date using the Black-Scholes-Merton option pricing model over the fair value of the cancelled option award at the cancellation date in accordance with ASC 718-20-35-3.

The Company accounted for the issuance of these replacement stock options as a modification of the terms of the cancelled option awards and in accordance with ASC 718-20-35-2A, the Company will recognize a $ 613,400 stock compensation expense over the three-year vesting period, which compensation expense was determined by reference to the grant-date fair value of the original award for which the service is expected to be rendered at the cancellation date, plus incremental costs measured as the excess of the fair value of the replacement options on the grant date using the Black-Scholes-Merton option pricing model over the fair value of the cancelled option award at the cancellation date in accordance with ASC 718-20-35-3.

Board of Director Stock Options

2 unchanged sentences

On May 17, 2024, in connection with such appointment, the Company granted and issued to Mr.

Blechman stock options to purchase 25,000 shares of the Common Stock of the Company with an exercise price of $ 1.75 which vest monthly over three years , valued at $ 34,500 on the grant date using the Black-Scholes-Merton option pricing model.

Blechman stock options to purchase 25,000 shares of the Common Stock of the Company with an exercise price of $ 1.75 which vest monthly over three years , and were valued at $ 34,500 on the grant date using the Black-Scholes-Merton option pricing model.

On July 1, 2024, the Company granted and issued stock options to purchase 10,000 shares of the Common Stock of the Company, to each of Christopher Cox, John Nicols, and Jurgen Schumacher, as part of their annual compensation for serving as independent directors of the Board.

The stock options have a 10 -year life, an exercise price of $ 1.29 , will be 100% vested one year after the grant date, and were valued at $ 10,400 on the grant date using the Black-Scholes-Merton option pricing model.

The stock options have a 10 -year life, an exercise price of $ 1.29 , were 100% vested one year after the grant date, and were valued at $ 10,400 on the grant date using the Black-Scholes-Merton option pricing model.

On July 1, 2024, the Company granted and issued stock options to purchase 5,000 shares of the Common Stock of the Company, to each of Michael Blechman, Christopher Cox, and John Nicols, as part of their annual compensation serving as independent Committee Chairmen of the Company’s Board Committees.

6 unchanged sentences

The following table sets forth the weighted average number of common shares outstanding for each period presented.

For the six months ended June 30,

For the three months ended

For the nine months ended

September 30,

Weighted average number of common shares outstanding

Effect of dilutive securities:

Weighted average number of common shares outstanding

Weighted average number of dilutive common shares outstanding

Basic and diluted loss per common share:

Approximately 2,195,021 and 9,536,660 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for the three months ended June 30, 2025.

Approximately 1,766,547 and 8,232,510 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the calculation because the effect would be anti-dilutive due to the loss for both the three and six months ended June 30, 2024.

Continuing operations

Discontinued operations

Consolidated operations

Approximately 2,236,919 and 9,161,660 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the EPS calculation because the effect would be anti-dilutive for the nine months ended September 30, 2025 because the exercise price of the options and warrants outstanding for both periods were below the current fair market value of the Company's common stock.

Approximately 1,835,447 and 8,232,510 shares of the Company’s common stock issuable upon the exercise of stock options and warrants, respectively, were excluded from the EPS calculation because the effect would be anti-dilutive for the nine months ended September 30, 2024

Related Parties

Consulting Agreements

During the six months ended June 30, 2025, and June 30, 2024, respectively, the Company paid $ 48,000 and $ 31,300 , respectively, to Mr.

During the three months ended September 30, 2025, and September 30, 2024, respectively, the Company paid $ 24,000 and $ 24,000 , respectively, to Mr.

John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

During the nine months ended September 30, 2025, and September 30, 2024, respectively, the Company paid $ 72,000 and $ 71,300 , respectively, to Mr.

John Nicols, a Director of the Company, who provided consulting services to the Bioprocessing Systems segment.

Segment Information and Concentration

3 unchanged sentences

All inter-segment revenues are eliminated.

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Benchtop Laboratory Equipment

2 unchanged sentences

Foreign Sales

Income (Loss) From Operations

(Loss) From Operations

( 1,121,400 )

( 1,522,300 )

Long-Lived Asset Expenditures

Long-Lived Asset (Gain) Expenditures

Depreciation and Amortization

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Benchtop Laboratory Equipment

2 unchanged sentences

Foreign Sales

Income (Loss) From Operations

(Loss) From Operations

( 1,200,000 )

3 unchanged sentences

Segment information is reported as follows.

For the three months ending June 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

Six Months Ended June 30, 2025

For the three months ending September 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

Nine Months Ended September 30, 2025

Benchtop Laboratory Equipment

2 unchanged sentences

Foreign Sales

Income (Loss) From Operations

(Loss) From Operations

( 4,074,700 )

( 1,059,300 )

Long-Lived Asset Expenditures

( 5,434,700 )

Long-Lived Asset (Gain) Expenditures

Depreciation and Amortization

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Benchtop Laboratory Equipment

2 unchanged sentences

Foreign Sales

Income (Loss) From Operations

(Loss) From Operations

( 4,094,700 )

( 1,135,600 )

( 5,685,800 )

Long-Lived Asset Expenditures

1 unchanged sentence

Segment information is reported as follows.

For the six months ending June 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

A reconciliation of the Company’s consolidated segment income (loss) from operations to consolidated loss from operations before income taxes and net loss for the three months ended June 30, 2025 and 2024, respectively are as follows:

Three Months Ended June 30, 2025

For the nine months ending September 30, 2025, one customer accounted for approximately 10% or more of the Company’s total revenue.

A reconciliation of the Company’s consolidated segment (loss) from operations to consolidated income (loss) from operations before income taxes and net loss for the three and nine months ended September 30, 2025 and 2024, respectively are as follows:

Three Months Ended September 30, 2025

Benchtop Laboratory Equipment

1 unchanged sentence

Corporate and Other

Income (Loss) from Operations

(Loss) from Continuing Operations

$ ( 111,500 )

1 unchanged sentence

$ ( 289,400 )

$ ( 1,522,300 )

Other (expense) income, net

Gain on sale of Genie Product line

Interest income

3 unchanged sentences

$ ( 267,000 )

$ ( 1,522,700 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Benchtop Laboratory Equipment

1 unchanged sentence

Corporate and Other

Income (Loss) from Operations

(Loss) from Operations

$ ( 1,200,000 )

4 unchanged sentences

Total other income, net

Income (Loss) from operations before income tax expense

(Loss) from operations before income tax expense

$ ( 1,188,600 )

1 unchanged sentence

$ ( 1,487,300 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Benchtop Laboratory Equipment

1 unchanged sentence

Corporate and Other

Income (Loss) from Operations

(Loss) from Operations

$ ( 300,800 )

1 unchanged sentence

$ ( 1,059,200 )

$ ( 5,434,700 )

Other (expense) income, net

Gain on sale of Genie Product line

Interest income

3 unchanged sentences

$ ( 1,004,300 )

$ ( 3,302,200 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Benchtop Laboratory Equipment

1 unchanged sentence

Corporate and Other

Income (Loss) from Operations

(Loss) from Operations

$ ( 455,500 )

1 unchanged sentence

$ ( 1,135,600 )

$ ( 5,685,800 )

Other income (expense), net

1 unchanged sentence

Total other income, net

Income (Loss) from operations before income tax expense

(Loss) from operations before income tax expense

$ ( 460,600 )

1 unchanged sentence

$ ( 984,000 )

Subsequent Events

On August 7, 2025, Scientific Industries, Inc.

(the “Company”), a Delaware corporation entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Troemner, LLC, a Delaware limited company (the “Purchaser”) pursuant to which the Company agreed to sell and the Purchaser agreed to purchase substantially all of the assets of the Genie Division of its Benchtop Laboratory Equipment Operations located in Bohemia, New York.

Such assets consisted primarily of fixed assets, inventory, and intangible assets.

The purchase price consisted of $ 9,600,000 minus certain working capital adjustments plus an earn-out up to an aggregate of $ 1,500,000 , of which $ 1,140,000 is guaranteed if the Seller performs certain obligations under separate supply and transition services agreements, under which the Company will supply products currently produced by the Division to the Buyer for a period of at least six months, renewable for 3 month periods up to a total of twelve months, plus transition services which include training and transfer of knowhow by Seller to the Buyer.

The Purchase Agreement contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties.

$ ( 5,516,800 )

Discontinued Operations

On August 7, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold substantially all of the assets of the Genie Division of the Company’s Benchtop Laboratory Equipment Operations located in Bohemia, New York to Troemner, LLC (the “Buyer”).

Such assets consisted primarily of fixed assets, inventory, and intangible assets, of which the Company has no remaining assets or liabilities as of September 30, 2025.

The purchase price consisted of $ 9,600,000 minus certain working capital adjustments plus an earn-out up to an aggregate of $ 1,500,000 , of which $ 1,140,000 is guaranteed if the Seller performs certain obligations under a separate Manufacturing and Supply Agreement (“MSA”) and a separate Transition services agreements (“TSA”), under which the Company will supply products currently produced by the Division to the Buyer for a period of at least six months, renewable for 3 month periods up to a total of twelve months, plus transition services which include training and transfer of knowhow by Seller to the Buyer.

The amounts earned by the Company under the earn-out provision of the agreements are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses.

For the September 30, 2025, the Current Assets for Discontinued Operations of $ 108,000 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $ 77,800 reflect a payable to the buyer.

As of December 31, 2024, historical assets and liabilities were restated to derecognize those assets and liabilities related to the Genie product line.

The gain on disposal was calculated as follows:

Carrying value of net assets of the Genie Division

Intangible Assets (Patents)

Total consideration received, net of transaction costs

transaction costs and closing adjustments

( 1,025,800 )

Escrow balance to be recognized upon successful transition

Gain on disposition

The following is the breakdown of the income generated from discontinued operations.

For the three months ended

For the nine months ended

September 30,

Cost of Goods Sold

Operating Expenses:

General and Administrative

Research and Development

Total Expenses

Income from discontinued operations

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements